COMMUNITY FINANCIAL SYSTEM, INC. — Director's Dealing 2016

Nov 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMUNITY BANK SYSTEM, INC. (CBU)
CIK: 0000723188
Period of Report: 2016-11-21

Reporting Person: STEELE SALLY A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-21	Common Stock	M	4631	$29.79	Acquired	51374.8421	Direct
2016-11-21	Common Stock	S	4631	$54.875	Disposed	46743.8421	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-21	Stock Option	$29.79	M	4631	Disposed	2023-03-19	Common Stock (4631)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock (Deferred Compensation)	$		Common Stock (25987.864)	25987.864	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.81 to $54.91, inclusive. The reporting person undertakes to provide Community Bank System, Inc., any security holder of Community Bank System, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Each unit of phantom stock is the economic equivalent of one share of Community Bank System, Inc. common stock. The units of phantom stock relating to the Deferred Compensation Plan will be settled in Community Bank System, Inc. common stock at future dates selected by the reporting person.

F3: Includes 217.2931, 196.1515, and 175.3542 units acquired on April 11, 2016, July 11, 2016, and October 10, 2016, respectively, pursuant to the Deferred Compensation Plan's dividend reinvestment feature.